Resolutions of the 10th Annual General Meeting
Re. Item 2 of the agenda
“Resolution concerning the distribution of net profits for the 2008 financial year”
The net profit is to be distributed as follows:
a) Payment of a dividend of EUR 0.32 per share and a bonus of EUR 0.32 per share, which gives a total dividend of EUR 0.64 per share.
b) The remaining amount of EUR 11,488.43 will be carried forward to new account.
Re. Item 3 of the agenda
"Resolution concerning the granting of discharge to the members of the Management Board for the 2008 financial year”
All the members of the Management Board were granted a discharge for their activities during the 2008 financial year.
Re. Item 4 of the agenda
"Resolution concerning the granting of discharge to the members of the Supervisory Board for the 2008 financial year”
All the members of the Supervisory Board were granted a discharge for their activities during the 2008 financial year.
Re. Item 5 of the agenda
“Resolution concerning remuneration to the members of the Supervisory Board for the 2008 financial year”
All the members of the Supervisory Board will receive remuneration of EUR 6,000 for their services during the 2008 financial year.
Re. Item 6 of the agenda
“Election to the Supervisory Board”
Erhard F. Grossnig was newly elected to the Supervisory Board for a term, which expires at the end of the Annual General Meeting that will decide on the discharge for the year 2012.
As a result, the Binder+Co Supervisory Board comprises the following members:
Erhard F. Grossnig
Kurt Berger
Wolfgang Auer von Welsbach
Gerhard Heldmann
Herbert W. Liaunig
Johann Voit and Alfred Gschweitl were appointed as the delegates of the Staff Council.
Re. Item 7 of the agenda
"Selection of the company and Group auditors for the 2009 financial year”
SOT Wirtschaftsprüfung GmbH was selected as the auditing company for the 2009 annual financial and consolidated financial statements.
Re. Item 8 of the agenda
“Report of the Management Board concerning the volume of own shares, the reasons, purpose and type of purchase, as well as the sales of own shares, the pro rata amount of the ordinary shares in relation to share capital and the total amount of share capital, the current value of the shares, or the income from sale, as well as the use of any gains”
On the basis of the mandate granted by the 9th Annual General Meeting of 2008 concerning the buy-back of own shares, during the past year the company purchased a total of 100,997 company shares.
The reason for the share purchase was the preparation of the realisation of the company employee stock option programme planned with, and approved by, the Supervisory Board.
Purchases took place exclusively via the stock exchanges at prices of between EUR 10.00 and EUR 11.89 per share.
The 100,997 shares correspond with 2.7% of company stock and share capital.
To date, no own shares were sold.
Re. Item 9 of the agenda
“Resolution concerning the introduction of a stock option programme for the Management Board”
The Annual General Meeting approved the introduction of a stock option programme for the Management Board.
Re. Item 10 of the agenda
“Resolution concerning the rescinding of the resolution of the Annual General Meeting from March 26, 2008, authorising the Management Board to purchase (buy-back) own shares and a simultaneous resolution concerning a mandate for the purchase (buy-back) of own shares in accordance with §65 Para.1 (4) of the Austrian Corporations Act for the purpose of issue to the workforce, executive management and members of the Management Board, as well as an authorisation for the purchase (buy-back) of own shares in accordance with §65 Para.1 (8) of the Austrian Corporations Act for a period of 30 months following the passing of this resolution, i.e. until September 25, 2011, as well as a resolution concerning the lowest and the highest equivalent price of the shares to be purchased”
The authorisation was granted and a price range of EUR 7.00 to EUR 20.00 per share, as the respective lowest and highest equivalent values, was established.
“Resolution concerning the distribution of net profits for the 2008 financial year”
The net profit is to be distributed as follows:
a) Payment of a dividend of EUR 0.32 per share and a bonus of EUR 0.32 per share, which gives a total dividend of EUR 0.64 per share.
b) The remaining amount of EUR 11,488.43 will be carried forward to new account.
Re. Item 3 of the agenda
"Resolution concerning the granting of discharge to the members of the Management Board for the 2008 financial year”
All the members of the Management Board were granted a discharge for their activities during the 2008 financial year.
Re. Item 4 of the agenda
"Resolution concerning the granting of discharge to the members of the Supervisory Board for the 2008 financial year”
All the members of the Supervisory Board were granted a discharge for their activities during the 2008 financial year.
Re. Item 5 of the agenda
“Resolution concerning remuneration to the members of the Supervisory Board for the 2008 financial year”
All the members of the Supervisory Board will receive remuneration of EUR 6,000 for their services during the 2008 financial year.
Re. Item 6 of the agenda
“Election to the Supervisory Board”
Erhard F. Grossnig was newly elected to the Supervisory Board for a term, which expires at the end of the Annual General Meeting that will decide on the discharge for the year 2012.
As a result, the Binder+Co Supervisory Board comprises the following members:
Erhard F. Grossnig
Kurt Berger
Wolfgang Auer von Welsbach
Gerhard Heldmann
Herbert W. Liaunig
Johann Voit and Alfred Gschweitl were appointed as the delegates of the Staff Council.
Re. Item 7 of the agenda
"Selection of the company and Group auditors for the 2009 financial year”
SOT Wirtschaftsprüfung GmbH was selected as the auditing company for the 2009 annual financial and consolidated financial statements.
Re. Item 8 of the agenda
“Report of the Management Board concerning the volume of own shares, the reasons, purpose and type of purchase, as well as the sales of own shares, the pro rata amount of the ordinary shares in relation to share capital and the total amount of share capital, the current value of the shares, or the income from sale, as well as the use of any gains”
On the basis of the mandate granted by the 9th Annual General Meeting of 2008 concerning the buy-back of own shares, during the past year the company purchased a total of 100,997 company shares.
The reason for the share purchase was the preparation of the realisation of the company employee stock option programme planned with, and approved by, the Supervisory Board.
Purchases took place exclusively via the stock exchanges at prices of between EUR 10.00 and EUR 11.89 per share.
The 100,997 shares correspond with 2.7% of company stock and share capital.
To date, no own shares were sold.
Re. Item 9 of the agenda
“Resolution concerning the introduction of a stock option programme for the Management Board”
The Annual General Meeting approved the introduction of a stock option programme for the Management Board.
Re. Item 10 of the agenda
“Resolution concerning the rescinding of the resolution of the Annual General Meeting from March 26, 2008, authorising the Management Board to purchase (buy-back) own shares and a simultaneous resolution concerning a mandate for the purchase (buy-back) of own shares in accordance with §65 Para.1 (4) of the Austrian Corporations Act for the purpose of issue to the workforce, executive management and members of the Management Board, as well as an authorisation for the purchase (buy-back) of own shares in accordance with §65 Para.1 (8) of the Austrian Corporations Act for a period of 30 months following the passing of this resolution, i.e. until September 25, 2011, as well as a resolution concerning the lowest and the highest equivalent price of the shares to be purchased”
The authorisation was granted and a price range of EUR 7.00 to EUR 20.00 per share, as the respective lowest and highest equivalent values, was established.
Member of the Management Board